Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 41K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 345K
6: R1 Cover HTML 47K
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(State
or other jurisdiction of incorporation organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i5101 TENNYSON PARKWAY
iPLANO
iTexas
i75024
(Address
of principal executive offices)
(City)
(State)
(Zip code)
(i972) i713-3700
(Registrant’s telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Title of each class
Trading symbol
Name of each exchange
on which registered
iCOMMON STOCK, $0.01 PAR VALUE
iTYL
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Effective as of May 11, 2023, the Board of Directors (the “Board”) of Tyler Technologies, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”).
The Bylaws were amended and restated to, among other things:
•revise the advance notice procedures for stockholder proposals to require certain additional disclosures with respect to nominating stockholders, their proposed nominees and other persons related to a stockholder’s solicitation of proxies;
•add a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and, on request of the
Company, to provide reasonable evidence that certain requirements of such rule have been satisfied; and
•address certain matters involving the conduct and administration of meetings of stockholders.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
